Avengers: Nextwave
by Dr. Algae
Summary: In one possible future, Wasp and Captain America train the next wave of Earth's Mightiest Heroes. Meanwhile, a sinister new adversary is assembling recruits of her own.
1. Teaser

_Avengers: Earth's Mightiest Heroes_ is the property of Marvel Entertainment and the Walt Disney Company

* * *

**Manhattan, New York**

"You wanted to know how history will remember the Avengers, Iron Man?" Captain America beamed, clasping Tony's shoulder warmly as the crowds ecstatically cheered Earth's Mightiest Heroes. "Well, here's your answer."

[-]

Four figures stalked silently through the shadowed labyrinth. Their leader was a young steel-eyed woman whose deep dark skin contrasted with the shimmering white of her costume. She held her hand up wordlessly as they came to a corner.

Behind her filed three others. First was an imperious man with pointed ears and glistening bronze skin. He wore little save a pair of green-scaled trunks and a perpetual scowl.

Behind him in turn, crept a seven-foot-tall jade giantess. Bringing up the rear was a blond-haired woman decked head to toe in Asgardian armor and wielding a great Uru hammer.

"Is all this skulking around really necessary, Captain Marvel?" hissed the scowling man. "Can't you simply scout out the area in your other form?"

"Negative, Namor," the white-clad woman answered curtly. "No telling what kinda sensors they have set-up around the target."

Captain Marvel peered around the corner. In the chamber beyond hovered a figure clad in futuristic green and purple armor, a look of cold contempt etched upon his azure faceplate.

"Eyes on Kang," whispered Marvel. "She-Hulk, Thunderstrike, you two circle around and wait for my signal. Namor, with-"

"Face me, so-called 'Conqueror'! Face the Prince of Atlantis if you dare!" Namor bellowed, leaping from the shadows. "IMPERIOUS REX!"

The Sub-Mariner soared upwards, propelled by tiny fluttering wings sprouting from his ankles that defied all known laws of aerodynamics. His mighty hands reached for his quarry's throat, only to pass through empty air as Kang's image shimmered out of existence.

"Neptune's beard!" Namor swore.

In an instant, four lumbering scarab drones came crashing through the chamber's walls. Clawed mechanical tendrils surged towards the Atlantean like striking asps.

"Finally, the boring part's over!" the jade giantess crowed as she tackled one of the robotic scarabs, hurling both of them across the chamber.

"She-Hulk, wait!" Captain Marvel implored futilely, before turning to her remaining comrade. "Thunderstrike, fry those robots!"

"WHAT!?" blurted the hammer-wielding blond. "But… What if I hit She-Hulk and Namor!?"

"Never mind!" Captain Marvel snapped, a glowing white halo forming around her. "If you want something done right-"

The entire universe froze in place as Marvel's physical form dissolved into a beam of pure white light, lancing towards the nearest scarab. The nanosecond the living light touched the robot's glinting chassis, it transformed into a surge of crackling electricity; simultaneously frying every circuit in the mechanical menace before moving on to the next as a beam of light once more. One by one it struck each marauding mechanoid until…

"-you have to do it yourself," snapped Captain Marvel as she resumed corporeal form less than a sliver of a second later.

It only took a moment for the smoking scarabs to come careening down, one after the other like falling redwoods with a pitiful metallic screech.

"Awww," sighed She-Hulk. "That was over way too soon."

_Beep… Beep…_

The optical sensors of the four prone scarabs began flashing in time with their beeping.

_BEEP-BEEP-BEEP!_

"HIT THE DECK!" cried Captain Marvel, all four heroes taking cover behind the scattered debris.

_BEEP-BEEP-BEEP-BEEEEEEEEEEEEEEEEEEEEEEEEEEEEE-_

"Simulation: terminated," said J.A.R.V.I.S.' clipped monotone as the lights rose, the labyrinth's steel walls sinking back into the Training Room's floor.

High above in the control booth, stood Wasp and Captain America.

"Congratulations," beamed Wasp, before her cheery smile collapsed into a frown. "You're all dead."

**Avengers Mansion, 890 Fifth Avenue**

**Two Years Later**


	2. Act I

_Too small to turn the tide_

_Too stubborn to give in_

_Pushed by pain and pride_

_To face these fears and win_

_There's no one left to trust_

_It all comes down to us_

**Manhattan**

A crimson sun sank slowly behind the New York skyline, a black shadow momentarily sweeping across the burning orb. Dark leathery wings beat thunderously against the cool evening air as they swooped over the glittering skyscrapers below.

The creature was a night-black stallion, or at least, it resembled a stallion. It might well have passed for an old medieval warhorse if not for the two vast bat-like wings jutting from its shoulder blades.

Its rider was a clad head to toe in dusky purple armor, save for a skull-like helmet of gleaming silver. A strangely ornate sword hung sheathed at his side.

His visor swept the city below, finally settling on a point nestled somewhere among Manhattan's teeming docks. "There, Strider!" he called in a light British accent, gently tugging on his mount's reigns.

'Strider' touched down upon a wooden wharf near what appeared to be an abandoned warehouse, whinnying anxiously.

The rider dismounted, patting the equine chimera affectionately "Wait here, boy."

He walked along the dock, armored boots clicking along the concrete in a way that made him slightly self-conscious.

A sleek predatory shape lunged from the water. The rider only caught the barest glance of flashing fangs before he rolled out of his attacker's path. In an instant, he was back on his feet and drawing his sword. Its blade was blacker than the deepest night, almost drinking in the surrounding light.

The rider spun on his heels, Ebon Blade held high, breathe catching as he took in his assailant.

It was humanoid with perfectly hairless skin, mottled-grey and slick with oily river water. Its head was crowned by a tall dorsal fin, neck lined with slit-like gills. Its eyes were solid black, like a doll's eyes. Its mouth was a Cheshire's grin of gleaming metal fangs.

Most disturbing of all; it wore nothing save for a pair of tight-fitting speedos printed with the gaudiest tiger-stripe pattern the rider had ever seen.

"Who the heck are you supposed to be?" the man-shark snarled through his ragged maw, cocking his finned head.

"Call me Dreadknight," answered the rider, keeping his blade level. "I'm here about a job."

"Righteous, bro! Name's Tiger Shark," the man-fish beamed a toothy grin, pointing with both webbed index fingers at the black and neon orange speedos. "Get it?"

"Yeah…" the Knight groaned, lowering his blade. "That's real… subtle."

"C'mon, bro! I'll introduce you to the rest of the crew," said Tiger Shark.

The man-fish placed his hand upon a glossy black palm-reader embedded in the wall of a seemingly abandoned warehouse, causing the corrugated doors to rattle up. He lumbered into the dimly lit interior, leaving a trail of foot-sized puddles in his wake.

The Knight followed cautiously, fingers clenching anxiously along the grip of his blade.

He'd barely taken ten paces when…

"Love your cosplay," a voice whispered in his ear.

_BAMF!_

The air just above the Knight's shoulder exploded in a flash of light and brimstone, causing him to gag.

_BAMF!_

A second flash heralded the appearance of a new figure, perched puckishly atop a nearby crate. Her skin was a deep blood-red, an inverse pentagram tattooed onto her left shoulder. She bore a shock of moon-white hair and yellow serpent-like eyes. She was clad in a tattered black halter top and black ripped jeans, her two-toed feet bare. She twirled a throwing knife in her three-fingered hand as her prehensile tail flicked back and forth absently.

"Aww, that's just Ms. Step. She's cool, bro," Tiger Shark drawled before leaning over to whisper. "For a mutie."

A knife twanged as it embedded itself in the concrete directly between Tiger Shark's feet.

"What was that, fish-face?" Ms. Step hissed coldly.

"Nothing," Tiger Shark whimpered in response.

"You'd think a man who spliced his DNA with a fish would be more conscientious about casting aspersion on another's genetics," a new crisply accented voice drawled.

The Knight tilted his head towards a pale petite woman clad in a dark-green buttoned-up dress that put him in mind of a Victorian governess. Her auburn mane was pulled back in a tight bun, her eyes hidden behind a pair of round smoked glasses.

"Dreadknight; Dr. Z, Dr. Z; Dreadknight," said Tiger Shark curtly. "She's a Brit too, so you can rap about you know... crumpets, the queen..."

"Fish and chips?" sniped 'Dr. Z', flashing Tiger Shark a predatory leer.

The warehouse lights flickered momentarily as a chill crawled up the Knight's spine. He glanced about until his eyes came to rest upon a preternaturally dark corner. Even in these poorly lit environs, he should have been able to make out something, yet the solid patch of inky blackness only strained his vision. From somewhere deep within, came low heavy breathing.

"Uh, bro," whispered Tiger Shark, gently pulling the Knight away. "You might want to give Blackout there some space. Dude is… freaky, and _not_ in the good way."

"Yeah... alright," replied the Knight as he shook his head, breaking eye-contact with the void. "So… which one of you put this li'l bash together?"

"I did," a new voice rang out in cold imperious tones.

All heads turned towards a feminine figure hovering high above them. A voluminous scarlet robe flowed about her, face shrouded beneath a carmine hood.

"I am called the Crimson Cowl," she said in a cold monotone. "And you five… are my new Masters of Evil."

[-]

**Avengers Mansion, 890 Fifth Avenue**

The four new Avenger recruits sat around the round holo-table in the Assembly Hall deep beneath the Mansion. Captain Marvel somehow managed to sit at rigid martial attention.

She-Hulk, by contrast, reclined lazily in her reinforced chair. Her purple boots were propped up on the holo-table, earning a reproving look from Marvel. Thunderstrike fidgeted nervously in her seat while Namor brooded silently, his arms folded imperiously.

"First off, I think you all show amazing potential. It's just a little... unrefined right now," said Wasp, flanked by Captain America. She activated the holo-table, bringing up three-dimensional replays of their last disastrous training-session. "Which is why Cap and I thought it might be helpful to go over your previous-"

Namor rose without a word and began striding for the door, only to find his way blocked by Captain America.

"Move, Rogers," whispered Namor coolly.

"Wasp didn't dismiss you, soldier," answered without so much as a flinch. "Namor, you gave me your word."

"I never promised to let myself be lectured like some incompetent schoolboy," spat Namor. "I was laying waste to the _Kriegsmarine_ decades before most of the people in this room were even born!"

"This isn't 1941," retorted Cap. "If you want to be part of _this_ team-"

"Let him go, Cap," said Wasp. "Namor's an adult, we can't force him to stay."

Captain America stood aside without a word, allowing the fuming Atlantean to pass.

"Maybe we should take a rain check?" Wasp sighed, deactivating the holo-table. "Let's reconvene same time tomorrow."

"WOOT!" She-Hulk crowed. "Night off!"

Captain Marvel scowled. "Do you _ever_ take anything seriously?"

"Do you _ever_ lighten up?" She-Hulk drawled, fishing out her cell. "Hey, John, guess who's won the honor of treating yours truly to a night on the town?"

[-]

Hidden atop a nearby building, the man called Dreadknight watched as three flying forms took off from the Mansion's roof. They were soon followed by green-skinned giantess hailing a cabin from the elegant wrought-iron gates.

The Knight activated the com embedded in his helmet. "Captain Marvel, She-Hulk, Thunderstrike, and the Sub-Mariner just departed the Mansion."

"Good, then that just leaves van Dyne and Rogers," replied a cold metallic voice. "Begin Phase Two."

[-]

**East Coast Memorial, Battery Park**

Namor perched upon the railing that separated land from sea, arms folded. Behind him loomed four great pylons of grey stone. Upon them were inscribed with the names of every soldier, sailor, Marine, coast guard, merchant mariner and airman who met their deaths in the service of this nation in the western waters of the Atlantic Ocean, during the Great War.

Or so Captain America had told him. Namor had not brought himself to read the names inscribed, for fear he might recognize some.

The oily waters of the Hudson Bay flowed lazy towards the light of Liberty's torch, towards the open Atlantic, towards home. It would be so easy. Just one step and he could leave the surface world behind forever.

"Hope you're not planning to go for a swim?"

Namor turned his head to be greeted by a bearded surface man with amber-brown skin clad in one of their naval uniforms. Second Lieutenant, if Namor judged correctly; which he always did. The stranger was not unhandsome... as air-breathers go.

The officer gave a weak smile. "Cuz I'd probably have to jump in after you and I just had this uniform dry-cleaned."

"Hardly," Namor snorted with disgust. "This water is filthy… like this city… like everything mankind touches."

"Okaaay," the officer murmured. "Hey, aren't you one of the new Avenger recruits? The Sub-Mariner?"

"I am Namor the First, Prince of Atlantis, Emperor of the Deep, Lord of the Seven Seas and Supreme Commander of the undersea legions!" he chuffed haughtily, puffing his chest before letting out a slightly embarrassed sigh. "But yes, I have… occasionally been referred to by that appellation. And you, sir?"

"Lieutenant Commander Carlos Cruz," the officer saluted before leaning against the railings. "But my friends call me 'C.C.'"

Namor inclined his head. "Charmed, Commander,"

"Seems kinda odd that someone who has such a mad-on for the human race would join a team of superheroes?" Cruz inquired.

"It was a personal favor to Captain America," replied Namor with a shrug.

"You know Captain America?"

"He saved my people, my entire kingdom when I was young. What's more, he thought me the value of trust and humility," Namor intoned. "This may surprise you, but I used to be rather arrogant."

"Wow... that's… a surprise all right," Cruz muttered.

"Do you hear that?" Namor cocked his head, pointed ears picking up a tell-tale whir he knew all too well. "TORPEDO!"

He instinctively leaped upon the Commander, using his own body as a human shield as the projectile struck, sending them both men hurtling through the air along with chunks of concrete and burning sod.

They landed amid the monumental pylons. Namor took the brunt of the impact as they rolled, eventually coming to a stop.

"Are you all right, Commander?" Namor asked as they untangled.

"I think so… who?"

"YO, SUBBY!" a new voice called out.

"Of course," groaned Namor contemptuously.

An anthropomorphic shark climbed out of the water, clad in nothing save tiger-print speedos and a pair of over-sized shades. Slung over the man-fish's shoulder was a black water-tight duffel bag.

"Arliss," spat Namor.

"'Sup, bro?" Tiger Shark smiled broadly, revealing a toothy metal grin.

"You know this creep?" Cruz staggered to his feet, leaning on Namor.

"To my everlasting consternation," snarled Namor, fists clenched.

"Time out, bro!" Tiger Shark made a t-sign with his webbed hands. He swiftly unslung and unzipped his duffle bag to reveal a device hidden within.

Cruz's eyes narrowed in disbelief. "Is that a boom box?"

Tiger Shark hit play, causing pulsating dance music to fill the air.

"Untz, unts, untz, aw yeah!" Tiger Shark punched the air. "An epic beat down demands epic beats!"

"He can't be serious?" Cruz's eyes widened incredulously/

"He's not," hissed Namor. "But he _is_ dangerous. You should alert the authorities and clear the area of civilians. I can attend to Tiger Shark."

"Right… good luck," said Cruz, briefly pressing Namor's arm before dashing off.

"So watcha waiting for?" Tiger Shark beckoned with a webbed hand. "Come at me, bro."

Namor lunged forward, letting loose a piercing battle cry.

"IMPERIOUS REX!"

[-]

**Central Park**

Jane Foster gazed up at the marble statue that dwarfed her. Its stone cape frozen in mid-bellow, a mighty war hammer thrust defiantly towards the heavens and an inscrutable stoic glare upon its face.

The face was wrong. He had never worn so cold an expression in all the time she had known him. He had laughed, he had raged, he had wept, but he had always been so warm, so alive until…

Until the night the sky burned.

At the base of the monument were arranged countless candles, hammer-shaped pendants, and tiny stone tiles inscribed with an angular 'p' shaped rune; the same rune inscribed upon the otherwise unassuming wooden cane she leaned on to compensate for her shattered leg. All these tributes and more were clustered about a simple gold plaque.

_THOR_

_PRINCE OF ASGARD_

_SON OF EARTH_

"I can't do this anymore," she sighed. "I'm not worthy. I'm… I'm not you."

She watched the clear starry sky, waiting on some sign… some acknowledgment. She bent to lay the gnarled cane among the other tributes when…

"HELP!"

She wrenched herself back to her feet, instinctively striking the ancient ash cane against the pavement. A bolt of lightning streaked down from the heavens, enveloping her. In less than a heartbeat the slender form of Jane Foster was replaced by that of the Mighty Thunderstrike; Goddess of Thunder.

A swing of Mjolnir sent her hurling across the park 'til she sighted a young woman in a black hoodie cornered by three street thugs.

Thunderstrike landed between the young woman and her would-be assailants like a falling meteorite, lightning crackling from her eyes.

"Run," the goddess intoned icily.

The street thugs dropped their weapons on the spot before beating a hasty retreat.

"Are you alrRAAAGGH!?" Thunderstrike screamed as a cold blade slashed across her shoulder blades.

"Finally," drawled the woman, pulling back her hood to reveal blood-red skin, moon-white hair, and yellow serpentine eyes. She twirled a wickedly curved dagger in her three-fingered hand. "You know how long I've been wandering the park yelling 'help'? I was afraid I'd have to start paying those chuckleheads by the hour."

Thunderstrike grunted as she swung a fist, only for the devil-girl to leap over her head with acrobatic grace; slicing an ugly gash along the Thunderer's forearm as she went.

Thunderstrike swung again and again, needing only to land one solid. Yet each time, the devil girl effortlessly evaded her attack while opening up another wound with her flickering blades.

"Wow," the devil girl chuckled darkly, landing atop a lamppost. "If the _real_ Thor was this pathetic, it's no wonder he's dead."

Red haze clouded Thunderstrike's vision as she let Mjolnir fly with a roar of fury.

_BAMF!_

The devil girl abruptly vanished as Mjolnir passed harmlessly through a puff of sulfurous smoke. Before Thunderstrike could summon the hammer back, her attacker reappeared just behind her, wrapping her arms about the goddess' neck.

"Gotcha," the devil girl whispered.

_BAMF!_

[-]

**Unknown**

Thunderstrike coughed as she swatted the devil girl away, brimstone burning her nostrils and throat. She staggered about some kind of collapsed tunnel, a few scattered glow-sticks providing eerie green light.

"Boss says if you can't get your fancy mallet back in less than a minute, you turn back into just another worthless flatscan," chuckled the devil girl wickedly from somewhere in the darkness. "Imagine all the damage I could do in a minute?"

[-]

**Jazzy Gianni's**

A strapping man in the dark blue uniform of a United States Air Force Colonel leaned against the restaurant's bar, double-checking his watch. He was broad-shouldered, with a chiseled jawline and deep ocean-blue eyes. His sandy blond hair was trimmed into a sharp buzz cut.

"Usual, John?" asked the mustachioed bartender.

"Not yet, Stan," answered Col. John Jameson. "Still waiting on my lady friend."

"Hey, congrats on getting back in the saddle after..." the bartender trailed off meaningfully.

"Heh, yeah," chuckled Col. Jameson awkwardly, suddenly self-conscious.

The congenial murmurs of the packed restaurant abruptly dropped to a stunned silence.

Col. Jameson smirked at the gaping expression on the bartender's mustachioed face, spinning on his barstool. "Right on cue."

An emerald-skinned Amazonian looking woman strutted unabashedly through the hushed crowd, clad in a sleek dark purple evening dress that left precious little to the imagination.

"Holy Toledo," gasped the bartender softly.

She-Hulk approached the bar, planting a big wet one on Col. Jameson's lips. "Hey, lover."

So enthralled was the crowd that they paid no heed to the petite red-head dressed like a Victorian governess making her way to the restroom, an old-fashioned doctor's bag held in her pale thin hands.

[-]

Once in the privacy of her stall, Dr. Karen Zabu unpacked the contents of her bag; a hypo-injector and a vial of murky green liquid.

To Dr. Zabu, the human body was ultimately nothing more or less than an elaborate chemical reaction. Change the underlying formulas of the initial reactants and there was no limit to the kind of effects one could achieve.

Her expression was utterly impassive as she rolled up her sleeve and pressed the hypo to her bare flesh, unloading the sickly green contents into her veins.

She doubled over, limbs distending as muscles gorged painfully. Fabric tearing as cries of agony eventually gave way to wickedly joyous laughter.

[-]

"Could you make it out to Sharon?" asked the young woman nervously offering a pen and notebook.

"Sure thing, hun. 'To my number one fan, Sharon. Love Shulkie.'" said She-Hulk, signing the notebook with a flourish before returning it to the eager young woman and her husband. She turned her attentions back to Col. Jameson, their table by a wall-length window overlooking the twinkling Manhattan skyline.

"You're quite the celebrity, Jenn," chuckled Col. Jameson.

"A superheroine's work is never done," sighed She-Hulk. "Not that I have to tell you, 'Colonel Jupiter'."

Col. Jameson looked down sheepishly. "That was... a long time ago."

"Could I bother you for an autograph, luv?" a deep rumbling voice rasped from somewhere over She-Hulk's shoulder, a shadow falling over her.

"Sure thing, hun. Who do I-" answered She-Hulk before a gorilla-like hand clamped around her throat, forcibly yanking her from her seat.

She-Hulk found herself face to face with a leering red-maned ogress, clad in little more than dark green tatters.

"The name is... Mistress Hyde!" the ogress roared before hurling She-Hulk bodily through the ten-story window.

[-]

**St. Louis Cemetery, New Orleans**

A thin pillar of blinding white light lanced down from the starry heavens, touching down among the weathered tombs before coalescing into the form of Monica Rambeau, better known to the world as Captain Marvel.

Her mask was pulled back, a heavy black duster concealing her costume.

The whole spectacle was over in less time than it took a human being to blink. One of the perks of Monica's ability to transform herself into pure electro-magnetic energy was cutting down on commute time by bouncing her radio wave form off a convenient satellite. Sure beat apartment hunting in Manhattan, or staying in Avengers Mansion.

She fished a cell out of her pocket and hit 'one'.

"Hey, mom, just landed. Should be home in about half an hour," she said warmly. "No, I'm fine. It's just… looong day at work. I'll tell you all about it when I get there… Love you too."

She slipped past the cemetery gates into the empty streets. She could have easily re-materialized right outside her moms' place but frankly, she needed the long walk to clear her head after the debacle back at the Mansion.

When Wasp had first offered Monica a spot on the Avengers, to say she'd been ecstatic would be an understatement. Finally, a chance to prove herself as one of Earth's Mightiest Heroes.

That was before Monica's fellow recruits had turned out to be a bunch of entitled, irresponsible children. Now, she felt less like a superhero and more like an elder sister constantly trying to keep her rioting younger sibling in check.

She rubbed her temples, suddenly oddly faint. She thought it was just stress until she glimpsed over her shoulder.

In the distance, a streetlamp flickered and died, plunging that section of the street into total darkness. Another lamp followed, and another, until the all-consuming void was practically on Monica's heels.

She instinctively reverted to her light-form, streaking back up into the heavens.

[-]

**East Coast Memorial, Battery Park, Manhattan**

Namor hurtled backward, uprooting an iron lamppost as he collided with it. He staggered to his feet, wiping a trickle of blood from his nose.

"Slowing down, Subby? Feeling a little dehydrated?" Tiger Shark sneered. He paused to pose, flaunting his muscular and still glistening wet body. "Me, I could do this all night."

Namor tore the lamppost loose with a wordless snarl before swinging it at the man-fish.

Tiger Shark caught the iron bludgeon in mid-air with his very jaws, easily tearing it to shreds with his bare teeth.

"Adamantium chompers, bro!" Tiger Shark flashed a metallic predatory grin. "Worth every penny."

Namor hurled a wobbling fist only for Tiger Shark to side-step him. The man-fish responded with a devastating gut-punch. The Sub-Mariner fell upon his hands and knees, wheezing weakly.

"Whoa, bro, hold up!" Tiger Shark exclaimed, leaning in close to tilt Namor's head upwards before producing a small plastic rectangle. "Selfie!"

Namor's entire world went blinding white, fading just in time to catch a glimpse of Tiger Shark's incoming fist.

[-]

**Unknown**

Thunderstrike screamed again as yet another blade flashed through the dark, open fresh stinging rivulets of scarlet. She wasn't sure she'd have survived this much blood loss in her mortal form, and even an Asgardian physique could only take so much punishment. Her breathing was becoming ragged, her vision burly.

"Come on, blondie" the devil-girl snickered from the shadows. "This isn't any fun if you don't at least _try_ to fight back."

"Can't," panted Thunderstrike, lips curling into a smile as the earth began to rumble. "I'm concentrating."

Mjolnir busted through the tunnel's roof, riding a shaft of silver moonlight. Thunderstrike reached out, fingers ready to receive the hammer's might.

"PSYCHE!" the devil-girl cackled, leaping upon Thunderstrike's back just as she was about to revert.

_BAMF!_

[-]

**Central Park**

Jane Foster collapsed upon the cold damp grass, coughing and wheezing as sulfur stung her lungs. She tried to stagger to her feet, only for the devil girl to deliver a vicious kick across the back of her head.

"Nite-nite," cooed the devil girl softly.

[-]

**Midtown**

She-Hulk smashed into the street below like a striking meteorite, leaving a crater bigger than her last apartment and setting off every car alarm in a five-block radius. She barely had the wherewithal to roll out of the way before Mistress Hyde came barrelling after her. The ogress' slab-like foot came stomping down where She-Hulk's skull had been only seconds before.

"You know, luv," Hyde snarled in a thick cockney accent. "Given who yer cuz is, I was expecting more o' a fight."

"Yeah, well you..." She-Hulk staggered to her feet, head too fuzzy to think up a witty retort. "You suck!"

"Oh, I am stung," Hyde snorted, delivering a haymaker that sent She-Hulk skidding down the street.

"JENN!?" cried Col. Jameson, leaping on Hyde's back and pummeling her about the head with a cascade of blows that may well have been falling snowflakes for all the effect they had.

"Oh that is just precious," sneered Hyde before grabbing Jameson and yanking him over her shoulder, holding him by the collar like a disobedient puppy.

"JOHN!?" She-Hulk roared, ready to pounce.

"Uh-uh, luv," Hyde chided, gripping the Colonel's arm in an over-sized fist. "One wrong move and I start plucking lover boy's limbs."

"No, Jenn! Forget mAAAGGGH!" Col. Jameson screamed, his humerus snapping under the slightest twist of Hyde's wrist.

"Oh, I love it when they sing," purred Hyde, licking her lips in anticipation. "Wanna hear how high he can go, luv?"

"STOP!" She-Hulk cried, frozen in place. "Please."

Hyde smirked. "There's a good lass."

"Look, just... just tell me what you want?" She-Hulk pleaded.

"What I want, luv, is for you to revert to your _other_ form," answered Hyde.

"My other...?" She-Hulk sighed. "Fine."

The jade giantess' statuesque form begin to shrink and contract until in her place stood a scrawny waif of a woman with short dark hair and light brown skin.

"I-I did what you asked," stammered Jennifer Walters, clinging the now over-sized evening dress to her chest. "Now, let John go."

"Fair 'nuff," Hyde shrugged, tossing the Colonel over her shoulder like an empty candy wrapper.

"JOHN!" Jenn screamed in terror, before being knocked into unconsciousness by a flick of Hyde's pinkie.

The ogress scooped up her limp prey before leaping off into the night, leaving a distraught Col. Jameson curled on the street, nursing his broken arm.

"I-I couldn't save her," he muttered softly to himself. "N-not strong enough... d-didn't have... the Power."

[-]

**Flatiron Building**

Captain Marvel re-materialized upon the Flatiron's rooftop, her entrance obscured by the gigantic red neon _Daily Bugle_ sign that adorned the building like the world's biggest and tackiest crown.

She cast aside the black duster, donning her mask as she activated her Avengers ID card. She hated running but she hated the thought of leading whoever, or whatever, was tailing her back to her moms' place even more.

"Wasp, this is Captain Marvel," she said in clipped tones. "I think I was being followed by some sort of… Wasp, you there?"

Thinly crackling static was the card's only response.

"Dammit," she swore.

The street lights below suddenly went black, followed by the surrounding buildings until even the blazing _Daily Bugle_ sign began to flicker and die. An island of darkness in the shimmering sea that was Manhattan.

Within the span of a heartbeat, Captain Marvel's light form was retreating into the night sky.

[-]

**Huishan National Forest Park, China**

Captain Marvel staggered as she re-materialized, leaning against a gnarled and ancient tree. She was still adjusting to shifting back and forth between her physical and energy forms in rapid succession.

She raised a softly glowing hand, filling the small clearing with dim light. Beneath her feet snaked a tangle of vines. Above, green branches swayed lazily against the inky black sky.

She froze, it shouldn't even be noon in China right now.

Tendrils of pure darkness sprung like cobras from the void above, ensnaring her. She let loose a blinding white blast from her hands only to for it to be swallowed up by the unnatural night.

"Do you know why darkness is faster than light?" whispered an oily unseen voice.

Marvel tried to shift into her light form, only for the very energy to drain from her body like water being squeezed out of a sponge.

"Because no matter where in the universe light goes," the voice chuckled softly. "Darkness is already there waiting for it."

Then everything went black.

[-]

**Avengers Mansion, 890 Fifth Avenue, Manhattan**

A shadow fell over the Mansion's gates as the emerald iris of J.A.R.V.I.S.' interface flickered to life.

"Greetings," hailed the clipped tones of the Mansion's AI butler. "Please identify yourself."

"Oh, you already know who I am," a cold voice intoned as a crimson-gloved hand softly caressed the interface, turning the green iris scarlet.

"Of course, Madame," J.A.R.V.I.S. chirped as the gates swung open. "Welcome to Avengers Mansion."

_**To be Concluded…**_


	3. Act II

**Avengers Mansion, 890 Fifth Avenue, Manhattan**

"Uuuurggh," groaned Wasp as she slumped over the holo-table, three-dimensional images of the four Avenger recruits floating in the air before her.

"Burdens of command, Jan?" Captain America chuckled as he joined her, mask pulled back and carrying two mugs of steaming coffee.

"You _sure_ you don't want to be leader again, Steve?" Wasp asked, relishing the first sip of coffee.

"After how my last tenure ended?" Cap shook his head somberly. "No, I've had enough of playing brass. Guess I'm still an enlisted man at heart, but if you need a sounding board?"

"I don't know," sighed Wasp. "Monica takes everything so seriously, Jenn takes nothing seriously, Jane's terrified of her powers and Namor is... Namor."

"I know Namor can be... temperamental, but he's a good man deep down," said Cap. "Real deep down."

"We talking Marianas Trench or Dante's Ninth Circle?" Wasp snorted.

Before Cap could respond, the north wall of the Assembly Hall shattered in a deafening explosion. Two scarab drones came lumbering out of the billowing smoke, their optics burning crimson.

"What the-" gasped Wasp, zipping down to insect size as fluttering wings sprouted from her back. "J.A.R.V.I.S., deactivate the training bots!"

"I'm afraid I can't comply, Madame," J.A.R.V.I.S intoned coolly.

"Dang it!" Wasp swore, dodging a striking mechanical claw before responding with a sting blast. "Cap, take 'em!"

Another claw lunged for Cap, who narrowly managed to deflect the attack with his shield. He let the Vibranium-steel discus fly, ricocheting off the wall and a support pillar before striking the rampaging drone from behind. The shield wedged itself between the robot's armored plates, causing it to short-circuit.

Wasp zipped up the remaining scarab drone's intake vent, finding herself surrounded by a labyrinth of circuity and wiring. She allowed herself a small smirk before unleashing a flurry of sting blasts in all directions.

The drone jerked and sputtered, smoke trailing from its intake vents as it fell flat on its face.

"If J.A.R.V.I.S. has been hacked, we need to evac the Mansion," cried Wasp, zipping out of the drone's remains.

"Roger that," replied Cap. "We can use the service ducts toAAAARGHH!"

A beam of blazing red energy struck him from behind, instantly felling the super-soldier.

"CAP!?" Wasp cried before being struck down herself by a second beam, her tiny form falling softly into an already open hand.

The last thing she saw before the darkness claimed her were two gigantic eyes blazing scarlet, hidden beneath the shadow of a crimson cowl.

[-]

Captain America's eyes flickered open, his vision filled with a row of shining metal teeth belong to a grinning man-shark.

"Bro, hold that pose!" said the amphibian as he held up a smartphone, posing alongside Cap before nearly blinding the super-soldier with a flash. "Righteous! Selfie with Captain America!"

An ape-like hand snapped the smartphone from the man-shark's webbed-fingers.

"Please tell me, ya weren't gonna post that online?" growled a red-maned ogress clad in dark green tatters.

The man-shark's glassy black eyes darted from side to side awkwardly. "No...?"

Cap flexed his muscles cautiously, finding himself bound to his chair by steel cables. The rest of the Avengers were similarly bound around the holo-table in various states of consciousness; Wasp, Namor, Jane Foster, and Jenn Walters. Above the table, floated a sphere of pure darkness.

He recognized most of their captors from S.H.I.E.L.D.'s files, the amphibious Tiger shark, the rogue bio-chemist Mistress Hyde, the mutant anarchist Ms. Step, and a shadowy figure hidden under a heavy trench coat. Standing slightly apart from the others was a man clad in the costume of the supervillain Dreadknight, Cap's shield slung over his shoulder.

"Cap," whispered Wasp weakly, a bulky hi-tech collar clamped around her neck. "Is this what I think this is?"

"Like someone put together a new Masters of Evil?" Cap whispered back. "Can you shrink out of that?"

"No," sighed Wasp softly. "I think this doohicky is canceling out my Pym particles somehow."

"Pipe down!" Hyde snarled, turning back to her co-conspirators. "This is dangerous, we should kill them now."

The Knight stepped between Hyde and the captives. "No one lays a finger on them until the Crimson Cowl says so."

"Don't test me, little man," growled Hyde. "Unless you want me to squeeze you out of that tin can like tomato puree."

Tiger Shark's webbed hand shot up. "Ooh, ooh! Dibs on Subby!"

"Touch me, Arliss, and I will hang your carcass over my throne," spat Namor.

"I'm with Hyde," Ms. Step interjected. "These so-called 'heroes' are just another squad of jack-booted stormtroopers for the status quo. World's better off without them."

"That is _not_ our call," hissed the Knight, placing a hand on the hilt of his Ebon Blade.

"And who's going to stop us?" Hyde sneered, looming over the Knight.

"I will," intoned a cold voice.

All heads turned upwards, where floated a distinctly feminine figure, scarlet cloak billowing about her as she reached the ground. "Are you questioning my plan, Hyde?"

"I don't give a toss about yer stupid plan, ya poncy tart," snarled Hyde, poking the Crimson Cowl with a meaty finger. "I'm not going down for whatever arsebrained take over the world scheme you haAAARGH!"

A crimson-clad hand clamped down on Hyde's wrist like a bear trap, bones beginning to crack beneath the Cowl's fingers. Despite being twice the other woman's height, Hyde found herself being slowly forced to her knees.

"Again, Hyde," whispered the Cowl, eyes blazing red beneath her hood. "Are you questioning me?"

"N-No," whimpered Hyde.

Cowl released the panting ogress, turning to the rest of her minions. "Any other objections?"

The remaining Masters were silent, including the Knight who had taken the opportunity to maneuver himself behind the bound Wasp.

"Good, then don't disturb me again," commanded the Cowl, taking leave of the Assembly Hall.

"Be ready," the Knight whispered to Wasp, surreptitiously flicking a switch on the collar surprising her powers. "Blackout, could you take a look at this?"

The shadowy trench-coated figure didn't so much walk as slither across the room. "Look at what?"

"This!" snapped the Knight before socking the inky void that would have been Blackout's face with an armored fist.

Blackout staggered back groggily. As his concentration wavered, so too did the sphere of darkness floating above the holo-table.

"Everyone, close your eyes!" Wasp cried, shrinking out of sight.

The sphere of darkness exploded in a burst of light, blinding all the Masters save the Knight, before coalescing into the shimmering form of Captain Marvel.

Meanwhile, Wasp blasted through the steel cables binding the remaining Avengers. Namor leaped to his feet with a defiant sneer. Jenn's muscles swelled as her skin turned bright emerald. Jane lunged for the gnarled ash cane propped against a wall; a flash of lightning and she was the goddess Thunderstrike once more.

"I believe this is yours, Captain," said the Knight, brandishing the star-spangled shield.

Cap took the shield gingerly. "Who's side are you on, mister?"

"Yours," answered the Knight, looking down on his armor "Though I get the skepticism."

By the time the Masters of Evil had regained their sight, seven assembled heroes stood before them.

"Avengers," said Wasp, smirking. "Take 'em."

"That's it," said Ms. Step. "I'm out!"

_BAMF!_

"Miserable mutant coward!" Hyde snarled at the dissipating puff of brimstone before charging forward with a bellow of rage, flanked by Tiger-Shark and Blackout. A brief, brutal scuffle later and all three Masters were laid out on the floor in varying states of semi-consciousness.

"Whoa... Subby... bro..." groaned Tiger-Shark. "I can _see_ the beats."

The Sub-Mariner responded with a swift kick to the man-fish's over-sized head.

"Namor!" Wasp chided.

"What?" Namor asked. "I thought he was going to attack again."

Before Wasp could further chastise the Sub-Mariner, a blast of energy sent the assembled heroes flying in all directions.

The robed figure of the Crimson Cowl descended through the clearing smoke, eyes blazing with scarlet energy. "If you want something done right..."

Captain America was the first back on his feet, hurling his discus-like shield at the Mistress of Evil.

With a motion almost too fast for the human eye to track, a crimson gloved hand caught the shield in mid-air. The Cowl cocked her head in bemusement, examining the projectile.

"Cute," she quipped before hurling back the shield with enough force to embed it halfway through the concrete flooring, allowing Cap barely a split-second to dodge out of the way.

Thunderstrike lunged forward with a battle cry worthy of the Valkyries as she struck the Cowl with a mighty swing of Mjolnir's full might. The Cowl's crimson-clad head wrenched almost a full 180 degrees, hanging from her shoulder at an unnatural angle.

"Oh my God! I-" Thunderstrike gasped in horror, before being hurled back by an energy blast from the Cowl's fists.

"Irritating," the Cowl droned nonchalantly, wrenching her head back into position with the sickening high-pitched grinding.

"Who... what are you?" Wasp gasped.

"I'm disappointed, Janet," said the Cowl. "I expected _you_ to have figured it out by now."

Namor tried to take advantage of the momentary distraction, leaping at the Cowl from her blind spot, only to be caught in mid-air as her hand clasped his skull. A jolt of electricity surged up the Cowl's arm and through the Sub-Mariner's already dehydrated body before she cast him aside like an unwanted rag doll.

The Knight came next, raising his Ebon Blade high before being swatted aside by a casual flick of the Cowl's wrist.

"That's it, red," snarled She-Hulk, about drive an elbow into the Cowl's face. "Here come the Gamma-Slamm-"

A crimson gloved fist struck She-Hulk's abdomen with mechanical precision and a bone-snapping crack, causing the gamma-powered titan to stagger to one knee.

"Do you think I had forgotten about you, monster?" the Mistress of Evil taunted, grabbing She-Hulk by the back of the head and slamming her face-first into the floor. "The Crimson Cowl never forgets."

"C.M, Thunder', hit her!" Wasp cried, unleashing a concentrated bio-sting at the Cowl, followed by a particle beam from Captain Marvel and bolt of divine lightning from Thunderstrike.

The conflagration bore down on the Cowl only to be deflected by a sphere of shimmering scarlet energy that instantly formed about her.

"Is that the best you have?" the Cowl scoffed, a hand on her hip.

"POUR IT ON!" Wasp barked.

"It's no good!" Thunderstrike cried over the maelstrom, lightning arcing from her hammer. "Nothing gets through!"

"No..." said Captain Marvel, eyeing the Cowl's arrogant pose. "Something gets through."

The world froze as Marvel shifted into pure visible light, passing through the Cowl's force shield before re-materializing mere inches from the Mistress of Evil's face.

"Hey there," Marvel smirked, unleashing a point-blank blast of energized particles directly at her target that shattered the force-field and hurled both women in opposing directions.

"C.M!" Thunderstrike cried, racing her fellow Avenger's side.

Captain Marvel stirred slightly, her cheeks hollow and eyes sunk.

"My God, Monica?" Thunderstrike whispered. "What happened?"

"My blasts... convert body mass... to energy," groaned Captain Marvel weakly. "Guess I... overdid it."

Across the hall, the Cowl crouched. She drew her once crimson cloak, now charred black and tattered, protectively about herself as the remaining Avengers closed in.

The Cowl cocked her head, as if at a sound only she could hear. "J.A.R.V.I.S., initiate Protocol: Omega!"

"Very good, Madame," chimed J.A.R.V.I.S. "Beginning countdown. T-Minus ten seconds..."

"Farewell, Avengers," intoned the Cowl before vanishing in a flash of blinding scarlet light.

"Nine…"

The Knight dashed to the holo-table, bringing up a holographic wall of code.

"Eight..."

"What are you doing?" Captain America demanded.

"Seven..."

"Trying to override the countdown," answered the Knight breathlessly.

"Six..."

"And you expect us to trust you?" Cap scowled.

"Five..."

"You have any other options?" snapped the Knight.

"Four..."

"Cap, let him try!" Wasp ordered.

"Three..."

The Knight's fingers danced across the controls as emerald reams of holographic code raced past, before they began flashing blood red.

"Two..."

"It's no good!" cried the Knight.

"One..."

"EVERYONE, TAKE COVER!" Wasp bellowed as the Avengers drew the unconscious Masters behind the scattered debris, taking what shelter they could.

"Zero."

The entire Mansion was plunged into pitch blackness. Deathly silence consumed the Assembly Hall until finally...

"So," ventured She-Hulk. "Are we dead yet?"

[-]

The pale grey light of dawn streamed through the windows, faintly illuminating the Mansion's darkened common room. Six assembled heroes sat silently about a pot of hand-brewed coffee.

Wasp fluttered into the room, quickly resuming human size. "According to the techies Pepper sent over, whatever Cowl did completely wiped the Mansion's main hard drive. We're going to have to re-install J.A.R.V.I.S. from scratch, not to mention re-download my music collection."

"Which I guess just leaves the elephant in the room," said Captain America, turning to their 'guest'. "Who exactly are you, mister?"

"Fair question, I guess," answered the Knight, removing his skull-like helm to reveal a handsomely warm face framed by dark curls. "My real name is Dane Whitman, but most of you probably know me better as the Black Knight."

"Super cute, just sayin'," She-Hulk whispered conspiratorially in Wasp's ear, who merely rolled her eyes in lieu of a response.

"The British superhero?" asked Captain Marvel, supping on a thick meaty stew at Thunderstrike's insistence. "I saw footage of you defending London from Kang's fleet a few years back. How'd you end up running with the Masters of Evil?"

"As luck would have it, I intercepted a communique meant for the real Dreadknight and went undercover to find who sent it and why," explained the Black Knight. "Sorry for leading you all on like that."

"Considering how you saved all our butts back there," chirped Wasp. "I'd say we're even."

Namor stood quietly brooding in a shadowed corner, arms folded, eyes narrowed. "I too must apologize."

Every head in the room suddenly snapped in the Sub-Mariner's direction.

"I misjudged you, Wasp. You lead us well in our battle with the Masters. You fought with cunning and valor." intoned Namor before turning to his fellow recruits. "You all did."

"Um… Thanks, Namor. You too," replied Wasp.

"Well I'll be," swore Cap. "Namor, I haven't heard you apologize to _anyone_ since 1943."

"Could there actually a heart under those bronzed glistening pecks?" She-Hulk teased.

Namor snorted. "Don't count on it."

"Well, I guess I better be on my way," said the Knight, rising to leave before Wasp laid a hand on his armored shoulder.

"Dane, wait," said Wasp. "We really couldn't have gotten out of this mess without you, and you certainly have the skills. Look, I know you probably got a lot going on back across the pond but… we do have an open slot on the roster?"

The Knight's eyes widened. "Are you serious?"

"If you want it?" answered Wasp, before turning to her teammates. "All in favor?"

"Aye!" the five cried in unison.

"Then I guess it's unanimous," Wasp beamed.

"I… I don't know what to say," the Knight stammered.

Wasp smiled. "'Yes' would be a good place to start."

Before the Knight could respond, the coffee mugs placed upon the low table began faintly vibrating, followed by a tremor that shook the entire Mansion.

The seven Avengers raced out onto the front lawn, where the Black Knight's winged steed Strider was flapping and whinnying frightfully.

"Easy, boy," cooed the Knight, comforting the beast. "What-"

A shadow fell across the Mansion, and most of Manhattan, as the morning sun was eclipsed by the sight of a monolithic alien warship.

"Well?" asked Wasp, turning to the Knight.

"Suppose that's a 'yes' then," answered the Knight.

"Alright then," said Wasp, zipping down to insect size as she took to the air. She was quickly followed by Captain Marvel, Thunderstrike, Namor, a leaping She-Hulk, Captain America on a sky-cycle, and finally the Black Knight upon his night-winged steed. "Avengers Assemble!"

[-]

**Thebes, Illinois**

A lanky-limbed woman with short light-brown hair set hunched over a workstation in a subterranean lab. Clad in rust-red overalls and grimy lab coat that may once have been white, a pair of high-tech goggles were strapped to her pale face.

She quietly muttered to herself, engrossed in tracing the fine lines of the micro-circuitry laid out before her. She perked up only at the grinding of heavy steel doors. "Jo?"

"Hello, Alice," purred the Crimson Cowl with uncharacteristic warmth, standing in shadowed archway. "Miss me?"

"Thank Asimov you're back," cried Alice joyously, throwing her arms about the Cowl's shoulders in a fond embrace. She patted her partner's scorched and tattered cloak. "Are you ok?"

"Perfect as always, dear heart," cooed Cowl, stroking Alice's cheeks. "And I come bearing gifts."

The lab filled with shimmering 3D holograms depicting vaguely humanoid yet mechanical forms.

"Dr. Pym's old files? Oh, we can do so much with this!" Alice squeed. "But what about the Avengers?"

"Destroying them was never our real objective," answered the Cowl, unclasping her cloak "But I knew van Dyne wouldn't rest until she'd accomplished something. That's why I allowed the Black Knight to infiltrate the Masters of Evil and unravel them from within."

The blackened robes fell to the floor, revealing a gleaming silver form that was distinctly feminine yet unmistakably robotic.

"We can deal with the Avengers if the time comes," said Jocasta, her optics flashing crimson. "And we can have fun doing it."

_**The End?**_


	4. End Credits

**Featuring the Voice Talents of…**

Brian Bloom – Steve Rogers AKA Captain America

Diane Delano – Dr. Karen Zabo AKA Mistress Hyde

Ben Diskin – Todd Arliss AKA Tiger Shark

Robert Englund – Marcus Daniels AKA Blackout

Andrew Kishino - Namor the Sub-Mariner

Phil LaMarr - Just A Really Very Intelligent System

Eric Lopez – Lt. Cmdr. Carlos "C.C." Cruz

AJ Michalka – Ms. Step

Masasa Moyo – Monica Rambeau AKA Captain Marvel

Darren Norris – Col. John Jameson

Colleen O'Shaughnessey - Janet van Dyne AKA the Wasp

David Oyelowo - Dane Withman AKA the Black Knight

Cree Summer – Jennifer Walters AKA She-Hulk

Kari Wahlgren – Jane Foster AKA Thunderstrike

Christine Woods – Alice Nugent

Gwendoline Yeo – Jocasta AKA the Crimson Cowl

[-]

**Cover Art**

Thomas Perkins


End file.
